Knight in Scarlet Armor
by S.S.AERIAL
Summary: The arkenstone was a kaleidoscope of light, a buzzing energy warming Bard's chest before what looked like a shooting star burst out into the sky, sailing towards the dragon's corpse that was sinking with Laketown. The beast twitched, shuddered, before revealing one great eye that was the color of molten sun. Only one goal was fixated in his mind. Protect the Durin line at any cost.
1. Chapter 1

**Disclaimer: I don't own anything in the Hobbit or Lord of the Rings.**

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><p><strong>Summary:<strong> The arkenstone was a kaleidoscope of light, a buzzing energy warming Bard's chest before what looked like a shooting star burst out into the sky, sailing towards the dragon's corpse that was sinking with Laketown. The beast twitched, shuddered, before revealing one great eye that was the color of molten sun. Only one goal was fixated in his mind. Protect the Durin line at any cost.

Oh, he had some wrongs he had to correct. But whether he would even have the opportunity to explain himself later was unimportant at the moment. All that mattered, was the war he could hear even from all the way here. So with great strength, he ruptured out of the waters with a mighty roar and flew towards death.

(Where Smaug isn't actually a bad guy and has A LOT of explaining to do to a lot of people. That is, if Thorin doesn't kill him off first.)

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><p><strong>Note:<strong> Okay, well, I've been _obsessed_ with the Hobbit lately. So much, in fact, that I'm braving this story online. It's going to explain Smaug's past and also a lot of made-up dragon culture and background and abilities in this story. Also, the arkenstone is not what it seems _at all_ (and no, it's not a dragon egg, it'll be way to cliché if it were) and I tweaked Thror's past a lot too. So yeah, purists out there, please don't kill me. It's all my own ideas and _I know_ that almost 95% percent of the information I'm going to write here isn't true. So get off your high horses. And don't assassinate me at night. Enjoy!

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><p><strong>Chapter 1<strong>

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><p>Bilbo slid down the mountains of gold with a thumping, panicking heart as he ran for his life away from the fire-breathing dragon who seemed determined to pursue after him.<p>

Oh curse his luck to have awoken the beast!

He didn't even bother to put on the ring now since the blasted lizard would be able to sniff him out anyways. And while it may cost him a few extra seconds of time, his eyes were still relentlessly tracking after the glittering stone that was tumbling away from him, sparklingly tauntingly at him to complete his mission before _getting the hell out of there._

So he chased and chased before finally reaching sanctuary under some sturdy, stone structures that covered him overhead. With his small size, he easily hid behind a column.

The dragon mocked and slithered out whispering fears into Bilbo's mind as he tried to reach for the stone, making his heart twinge and his head shake in denial because really? Thorin would never use him like that, never.

_But what if he is? It makes sense, doesn't it?_

Shut up, shut up!

He buried down the treacherous voice, though it didn't disappear. It only seemed to grow.

Bilbo was thrown out of these thoughts quite quickly when he was suddenly flung into the air by Smaug's motions and bumped into a column with a great 'oof!'

Smaug kept up his monologue and then Bilbo saw it.

A small opening, a scale missing.

_A weakness._

"So it is true." The hobbit whispered out loud absentmindedly, numb from this great reveal. "The black arrow found its mark."

"_What_ did you say?" Smuag hissed, swiveling his head around to face him with such speed that Bilbo jumped at the action. Scrambling upright, thoughts still overworking itself, his Baggins mannerisms kicked in just in time.

"I-I-I was just saying, your reputation precedes you, oh Smaug the... tyrannical." He stuttered out, watching with wide eyes as Smaug stalked closer to him, eyes menacing.

Stepping back more and more to get away from such a fierce gaze, Bilbo continued on with a fervent tone. "Truly, you have no equal, on this Earth." He gestured to the ground for emphasis and immediately stopped his actions all together because right there, right next to him, was the arkenstone.

And that, was when things started to get strange.

Bilbo had expected more jeering, more eloquent poisonous words jabbing at Thorin that made Bilbo's doubts and hackles rise.

Instead, what he got was much, much more terrifying.

Smaug's golden eyes narrowed with such rage, such absolute derision that Bilbo froze in fear at the face of it.

"_You._" The Chiefest and Greatest of Calamities snarled out, hatred practically dripping his tone. "After I deal with this Riddle-maker and those dwarves, _you_ will be next. I will savor the feeling of getting rid of you for last."

It took Bilbo a couple of seconds to realize that Smaug wasn't directing this at him, but the _arkenstone_.

Confusion didn't even begin to cover what he felt at that moment. At the back of his mind, Bilbo wondered if all this gold had addled the dragon's brain because talking to a stone, while a very pretty one at that he supposed but still just a piece of rock really, was complete and utter nonsense.

All this ran through his head before Smaug turned back to look at him, teeth glinting and sharp as knives.

"I think our little game has to end here. So tell me, thief, how do you choose to _die_?"

Smaug opened up his great jaws to swallow him whole, and Bilbo didn't even think when he jabbed the ring onto his finger before disappearing from sight. Swiftly, he picked up the stone and bolted away from the clearly mad dragon.

He was oblivious to the fact that the arkenstone was actually quite warm to the touch, something humming and stirring within the stone.

Something almost... _alive_.

**-A-**

Bilbo fingered the arkenstone in his hands, pondering over choices and troubled thoughts as he did so.

It's been a few days since the Company saw that Smaug the Dragon was dead, shot down and falling on Laketown with a great splash. The worry that the men may have not gotten out alive from the fire and fall made guilt curl around his heart, along with the fact he lied to Thorin about not having the arkenstone.

But he didn't regret it. Thorin's wild and hungry eyes still haunted Bilbo even in his dreams.

This wasn't the dwarf he first met at Bag Ends, all those months ago. The person standing in front of him wasn't his friend, but a twisted, mad version to the real thing.

And that scared Bilbo more than he cared to admit.

Sighing, feeling weary and conflicted, his eyes focused on the dazzling stone in his hands. Now that he had the time to inspect it closely, he couldn't help but admire the otherworldly quality the arkenstone possessed. He could see why the dwarves made the stone their symbol. There's just something about it that inspired something deep within his heart.

Not greed, no. Something much more profound and noble.

Bitterly, he wished that the stone could bring out the real Thorin out of his imposter but already knew that it would only make the king's gold-sickness worse.

Maybe the stone brought out different qualities in different people? By this point in his journey, Bilbo was just about ready to believe anything.

Mind drifting now, he wondered about Smaug's rather odd reaction to the stone. He talked to it as if it was a person, something sentient. He had passed it off as madness but maybe he was wrong. Maybe there was more to the arkenstone than meets the eye.

Bilbo shook his head. Well, it doesn't really matter. Right now, he had an impending war to worry about between the elves, men, and dwarves, and sitting around doing nothing wasn't going to change anything.

At this thought, a terrible idea struck Bilbo. It was treasonous, precarious.

It was the only plan he could think of.

Back straightening in steely determination, he pocketed the stone in his jacket and marched back inside to get prepared.

It was a long climb down the mountain and he didn't want to die from the fall before meeting up with Thranduil and Bard.

**-A-**

Hours later when it was well past evening, Bilbo found himself pinned in place by Thranduil's glacier stare, the meeting taking place within the confines of the tent.

"If I am not mistaken, this is the halfling who stole the keys to my dungeons from under the nose of my guards." Thranduil said coolly.

Bilbo shifted his gaze to the side, finding the ground to be very interesting.

"... Yes." He mumbled out. "Sorry about that."

Bilbo could swear he saw the man Bard's mouth twitch upward at his answer.

Shaking his head at this, Bilbo marched determinedly toward the sole table in the room and took out the wrapped up arkenstone before placing it carefully down on the flat surface. Wanting to get his business over with, Bilbo quickly unwrapped the cloth as he said, "I came to give you this."

Thranduil's astonished face as he stood up from his chair when he saw the arkenstone almost made the entire trek from coming down the mountain entirely worth it.

"The heart of the mountain." The elvenking breathed out. "The king's jewel."

"And worth a king's ransom." Bard added, coming closer to examine the fabled stone with wonder. Turning to Bilbo, the grim man gave the hobbit a frown. "How is this yours to give?"

"I took it as my fourteenth share of the treasure." Bilbo replied promptly, enticing a smirk from Gandalf.

Bard shook his head.

"Why would you do this? You owe us no loyalty."

"I'm not doing it for you." Bilbo contradicted him, smiling wryly when confusion met his words.

"I know dwarves can be obstinate. And pigheaded and difficult... and suspicious and secretive, with the worst manners you can possibly imagine." He looked to Gandalf at the last one, whose eyes twinkled in mirth and agreement. Breathing out, Bilbo continued, voice halting now.

"But they are also brave, and kind, and loyal to a fault." Bilbo said quietly, for there were no truer words than what he just spoke. He looked up again, his eyes earnest, at the two taller beings who were watching him closely. "I've grown very fond of them, and I would save them if I can. Now Thorin," he gestured to the stone, "values this stone above all else. In exchange for its return, I believe he will give you what you are owed. There will be no need for war."

Bard and Thranduil shared a look as Gandalf pondered over this solution. Bilbo was a nervous wreck by the time Thranduil finally nodded, sending relief to Bilbo's poor heart.

"The terms you have set are acceptable." The elvenking said smoothly.

Bilbo let out a sigh of utter relief at this, shoulders drooping in exhaustion now that his task was complete.

Bilbo watched Bard as he pocketed the arkenstone the same way he himself had and suddenly felt an inexplicable, protective urge to take back the stone. It was startling and made Bilbo halt in his tracks, along with a large amount of dread.

Was the stone affecting him? Was it turning him into Thorin?

Inspecting his own feelings for a moment, ignoring Bard, Thranduil, and Gandalf's looks, he was relieved to find that wasn't the case.

No. He just must be nervous about this whole endeavor along with its costs. Yes, that made a lot more sense.

"Bilbo?" Gandalf questioned, concerned. "Are you alright?"

"Yes, yes. Don't worry about me Gandalf." Bilbo waved him away with impatience. "I just hope that this works."

The wizard's eyes softened with understanding and at the back, Bilbo can identify sympathy from Bard's eyes. The man clearly understood just how much the hobbit was endangering himself with his traitorous actions. Thranduil remained aloof, face remaining unemotional and collected.

Scuffling his feet, Bilbo managed a smile and gestured to outside.

"Well, I better get back to the mountain before anyone misses me-"

"What?" Bard blurted out, immediately alarmed. Gandalf straightened as well. "You can't go back there. Thorin will kill you when he finds out."

"He won't." Bilbo said firmly, completely convinced of this. "I have to be there to take blame for my own actions. I may be a thief, but I'd like to think I'm an honest one. I won't hide and escape the consequences."

Gandalf sagged at his words, pride and worry battling in his eyes. Bard stared at him, respectful and solemn. Thranduil didn't seem to care, not that Bilbo's surprised.

So with a last smile and a deep breathe, the hobbit left the tent and headed straight back for Erebor.

**-A-**

The battle was raging on strong and Bilbo had just about enough of blood and gore for the rest of his hobbit lifetime. Slashing and killing orc after orc like never before, he focused on his current problems instead of his breaking heart.

_(Thorin's crazed eyes dark as midnight boring at him as he strangled him over the fort, calling him traitor and cursing his name even more vehemently than he did with Azog's.)_

And suddenly, in his line of vision, he saw something that didn't make _any sense whatsoever._

Something like a shooting star, brilliant and blinding and startling even the orcs to stop in their tracks at its sudden appearance, soared through the sky from Dale of all places before speeding away from the battlefield to who knows where.

He was distracted though from his stupefaction when Thorin and the Company burst out of the once blocked entrance of Erebor, ringing battle cries trumpeting their arrival. Even from here, Bilbo could see the focus and clarity in Thorin's piercing blue gaze, sickness gone.

Bilbo couldn't help but grin and laugh helplessly at this, spirits uplifting tenfold along with his strength. With renewed vigor, he let out a cry himself and attacked the orcs with ferocity he hadn't even known he was capable of.

Elsewhere, Bard was watching with bulging eyes as the light that had burst out of the pocketed arkenstone fly away, dumbstruck by the sight.

Was this normal? That couldn't have been normal, no matter how limited his knowledge was on the arkenstone.

But at the moment, he had other pressing matters to attend to. Mouth set in a stern line, Bard barked out orders to his dazed, small army who snapped back into attention at the sound of his harsh voice. Like sheep, the mismatched armed crowd followed after their leader, ready to defend their loved ones to the death.

And while the war continued on, nobody had been able to discern from so far away how the radiant light found its way to the sinking Smaug's body, wrapping itself around the dragon with a luminous glow. The light was like a mist, hovering over Smaug's open mouth and nostrils as if being sucked into the drake's openings.

And when the last light died out to settle over the open wound that had killed the beast, Smaug's eyes opened, revealing a molten color of the sun.

And with no hesitation, Smaug ruptured himself out of the waters quite like how he did with the golden trap Thorin had set on him merely days ago, and sailed into battle.

On his giant chest, the wound began to bleed anew, the only sign of vulnerability seen on the mighty creature.

The injury, however, didn't seem to hinder Smaug as he cruised toward the front line of battle, a bellowing roar a deaf man could hear resounding loud and clear into the sky.

Smaug the Terrible, it seems, has returned.

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><p><strong>Please review on the way out.<strong>


	2. Chapter 2

**Disclaimer: **I don't own anything in the Hobbit or Lord of the Rings.

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><p><strong>Notes:<strong> Okay, on with the story! And thank you to all who support this story! Also, this is NOT a crossover to Sherlock BBC. And Smaug's personality is quite different, though his sarcasm hasn't changed.

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><p><strong>Chapter 2<strong>

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><p>Bilbo nearly gave himself a whiplash when he heard the all too familiar sound of a dragon's roar – <em>which should be impossible because Smaug fell and sank, he saw it with his own eyes<em> – bellowing over the abruptly silent battlefield.

And as if to prove him wrong, Smaug came into view over the armies like a harbinger of death, magnificent and terrifying all at the same time. His large body covered the sun, creating a shadow that overlapped everything underneath.

Men, elves, dwarves, and even orcs alike were staring confounded at the unexplainable sight with mixed reactions ranging from absolute bafflement to petrifying horror.

At the moment, Bilbo was leaning more towards the latter.

And then, just when the situation couldn't get any more confusing, it did.

For when Smaug landed on the ground, stepping on countless of orcs as he did so, he _turned his back_ away from the dwarves and let out a razing inferno in his wake directed _at the orcs,_ killing off hundreds just by doing so.

Bilbo's jaw dropped.

He wasn't the only one.

The dwarves could only watch, speechless at the surreal scene, as orc screams filled the air, rotten flesh scorching off their misshapen bodies before agonizing death befell on them. The elves who weren't currently in Dale for once weren't so expressionless and looked ready to question the very existence of Valar itself.

The hobbit couldn't really blame them. He was pretty much doing the same.

Seeing how everybody seemed to have lost their senses, Bilbo turned to the only one who could maybe, possibly, explain the impossible happenance before them.

"Gandalf, _what_ in _tarnations _is _going on_?!" Bilbo snapped at the wizard, all hobbit etiquacy flying right out the window. Considering they were in the middle of a bloody war, this can be excused.

Gandalf, who was staring speculatively at Smaug as if the dragon was some great puzzle, slowly shook his head with a deep set frown.

"I... do not know."

Well, _that's_ never a good sign.

The dwarves and elves, once they realized that Smaug was focusing on destroying the orc army and not them, shook off their shock well enough and charged with new vigor toward the very much helpless orcs. Just when the odds were against them, Smaug seemed to have turned the tide, a mind-boggling thought in itself.

With the orcs rushing back at them, Bilbo found himself fending for his life again. That is, until Gandalf grabbed ahold of his tattered blue coat's shoulder and jerked a nod toward Dale.

"We must reach Dale! I must speak to Thranduil!"

Bilbo gave a curt nod of understanding at this and followed Gandalf through the battlefield, slicing and dicing whatever orc came his way.

It took them a while, but they finally reached the rubbles of Dale just in time to be met unexpectedly with the elven prince Legolas and the she-elf who always seemed to be at the prince's heels.

Unfortunately, the elf brought ill news.

"There is a second army coming. Bolg leads a force of Gundabad orcs. They are almost upon us." Legolas the elf warns stonily, the she-elf standing guard close behind.

"Gundabad?" Gandalf's countenance turned grim, his shrewd eyes under his large pointy hat gleaming dangerously. "This was their plan all along. Azog engages our forces then Bolg sweeps in from the North."

"The North?" Bilbo splutters out, circling around with some exasperation. "Where is the north exactly?"

Gandalf's mouth was a taut line, expression tight.

"Ravenhill."

Bilbo's panic went up a hundred notches at this.

Well _buggers_.

"Ravenhill." He repeated under his breathe, worry twisting his stomach and making him sick. "Thorin is up there. And Fíli and Kíli, they're all up there!"

Gandalf's jaw clenched at this before immediately turning away with the whish of his grey cloak, footsteps determined. Bilbo followed close behind, not wanting to get left behind.

Both found themselves running into the elvenking who actually looked shaken and bloody, so unlike his usually pristine appearance.

Hope flared and died a quick death when Thranduil yet again refused to help the dwarves, face cold and resolute before he took his leave.

Bilbo cursed with everything he could think of.

Gandalf wasn't all-knowing, a dragon was on the loose, and Thranduil was once again leaving the dwarves to their fate.

Things couldn't possibly get any worse.

And right at that moment, as if just to spite him, _of course_ the world just _had_ to prove him wrong.

Because the second this thought flitted across his mind, Smaug turned his snake-like neck towards the north before letting out an ear-splitting roar. With one great flap of his wings, Smaug flew into the sky with his attention fixated on Ravenhill, intention clear.

Bilbo's panic rocketed when realization struck him with a horrified start that Thorin, Fíli, Kíli, and Dwalin were alone and out of his reach and the fire-drake was _headed straight towards them._

It didn't matter that Smaug, for whatever mystifying reason, was helping the dwarves. Maybe he just hated orcs more, who knows. All Bilbo could remember with absolute certainty was how derisively Smaug spoke of Thorin, contempt and malice in his scrutiny.

Left with little choice, Bilbo spoke up above the wild thumping in his chest.

"I'll go."

Gandalf looked to him at the sound of his voice before shaking his head.

"Don't be ridiculous." Gandalf immediately responded. "You'll never make it-"

"_Gandalf_. For once in your bloody life, _don't argue with me._" Bilbo interrupted rather rudely. If he was himself right now, he probably would've been aghast at himself. Too much time spending with dwarves, definitely. "Thorin and everyone is up there, in danger from Azog _and _Smaug. They probably know about Smaug about now, he's kind of hard to miss, but what they don't know is that they're in the middle of a trap. I will not allow them to die. Not when there's something I can do about it."

Gandalf gave him a long look, whole body slumping in resignation and sadness. Underneath it all, however, Bilbo could make out fierce fondness and pride in the wizard's eyes.

"The courage of hobbits." The wizard murmurs more to himself with the shake of a head. Nodding sagely, Gandalf gave a morose, accepting nod that Bilbo was relieved to see. "Well, off with you then. And for goodness sake, be careful."

Bilbo's lip quirked up at his old friend.

"How offending. I'm always careful." He stated lightly, earning a small smile in return.

With that, the hobbit bolted off in a brisk pace without looking back, slipping on the ring as he did so and vanishing without a trace.

**-A-**

Thorin's lips went dry when the dragon's roar shook his very bones, rocks trembling underfoot at the terrible sound.

Nonononono. It couldn't be. That was impossible. Impossible!

Whirling his head around almost desperately, he narrowed his eyes to the battlefield and yes! There! He could see the beast and its lithe body crushing soldiers underfoot. Whether they were dwarves or orcs or even elves, he couldn't be sure.

"What in Mahal's name?" Dwalin gasped next to him, face incredibly pale. "I thought the beast was dead."

"Well clearly, he's not." Thorin retorted back, mind spiraling and body feeling out of synch. He thought he was done with it all. It was over, damn it! The greatest threat to his quest to take back his home and it turns out the worm wasn't even dead.

All thoughts of the dragon swooped out of mind though when Azog appeared above him, hands wrangling Fíli's hair as he literally dragged the young dwarf near the edge of the high tower.

Thorin's heart stopped at the sight, breathe hitching in his throat.

The pale orc grinned as he held the back of his nephew's shirt, guttural words of Black Speech gurgling out of his disgusting mouth.

Fíli screamed out to run and just when Azog raised his arm to stab the dwarf's back, something stopped him.

The sound of a dragon's roar.

Azog's eyes went wide with startlement, his usually smug expression faltering in the face of the terrible sound coming alarmingly close.

All hell broke loose.

Smaug, the crimson fire-drake with eyes of gold, hovered over the tower where the pale orc stood and knocked his tail against the structure, smashing the crumbling building structure and causing everything to fall. Thorin stepped forward with a gasp when Fíli fell too, Dwalin staying steadfast at his side, steady hands gripping the battle ax with easy practice. His nephew managed to grab hold of one of the ledges before slipping and tumbling to the faraway ground.

For one heart-stopping second as the young dwarf laid motionless on the snowy ground, Thorin thought with wild despair that the blonde didn't survive the fall.

And promptly staggered in breathtaking relief when Fíli shifted and most audibly groaned in pain, the large rocks miraculously not have fallen on top of him.

Thorin didn't even hesitate to climb down the steps, protective anxiety at the thought of either of his nephews getting hurt from the building decimation banishing any thought of killing Azog. He didn't even notice that Dwalin wasn't behind him, unknowingly dealing with the pests known as goblins.

"KILI! FILI!" he barked out, coughing a bit when the dust of rubble hit his nose. Waving it off, his eyes searched urgently for the young dwarves.

"Uncle!"

Thorin snapped his head around to see a completely unharmed Kíli holding up a grimacing Fíli towards him in a half-limping, half-walking pace.

Already, Thorin could see the fractured rib Fíli was pressing against the palm of his hands and the broken leg he was dragging behind.

But he was alive.

Thank the Halls of his Forefathers for that.

Immediately, the three wrapped around each other in a tight embrace, shaking but whole and so very warm. Thorin mentally checked over their wounds just to make sure his assessment was correct and felt fervently grateful at the fact they didn't have any life-threatening injuries.

Letting go of them, he sharply noticed Fíli subtly wincing at the movement and frowned. There was no way he was going to be able to fight in his condition. With that thought in mind, he put two fingers in his mouth and whistled out a high, clear note that rang in the air.

It only took about a minute for one of the bucking rams to appear before him, hooves clobbering over the stone floors with rearing legs.

Normally, Thorin hated riding animals. He didn't like how he wasn't in control of where he was going, that he had to depend on a type of transportation that had a mind of his own. He had barely withheld his displeasure at riding the ponies before reaching Rivendell, much to Balin and Dwalin's collective amusement. But sometimes, speed was of the essence, such as now.

Clamping a hand over Fíli's shoulder, he jerked his head toward the bucking animal in askance. Immediately catching on to his meaning, Fíli vehemently shook his head.

"No. No! I won't leave you Thorin!"

"Fíli, it's for the best." Thorin tried to say as gently as possible. He felt an odd sense of déjà vu, the situation mirroring how he handled a poisoned Kíli back at Laketown. And just like his brother, resistance met his efforts.

"I'm not going to let you fight without me! Somebody needs to watch your back!" Fíli said furiously.

"Dwalin can do that." Thorin argued back.

"But-"

"Fíli!" Thorin's grasp on the young dwarf's shoulder tightened, his eyes almost pleading. "I almost lost you. I would not be able to bear it if that happened. Please Fíli, go."

Fíli faltered in the face of Thorin's begging tone and startled when Kíli reached out and tugged his brother toward the ram, face uncharacteristically serious.

"I'll go with you." Kíli said resolutely. "He's right. You can't fight like this, and you know it."

Fíli hesitated, the logic of his brother's words wavering his stubbornness before he finally caved, sighing before nodding, taking a weight off of Thorin's chest.

So with some reluctance, the two dwarves hopped on the ram carefully and sent him final nods before descending toward Dale, which was relatively safe compared to other parts of the battle.

Watching his nephews disappear from sight among the fog, Thorin looked up when the sound of battle reached his ears. With some trepidation to what he may find, he scaled up the rubbles of the tower, careful of where to place his feet and hands.

When he reached the top, he couldn't help but take a moment to stare at the incomprehensible sight that met him.

Orcs were everywhere, nearly overfilling the icy plain as they all tried to slay the beast. The archers were taking aim, trying and failing to make a dent on the dragon's armor. Azog was at the forefront of the assault, causing the most damage as he agilely dodged Smaug's flames and stomping feet, surprisingly quick for such a heavy orc. His blows slowed Smaug's pace, though the fire-drake wasn't deterred in his task to knock over and burn the orcs to a crisp, screams echoing the chilly air.

Thorin couldn't help but notice how the small, open wound on Smaug's chest was bleeding heavily, the constant movement not helping matters at all. Thorin could take a guess that while Bard was successful in hitting Smaug's weak point, it hadn't been enough.

Whether this was unfortunate or not was suddenly an unsure fact that unsettled Thorin greatly.

The orcs must've heard his approach, because some of the orcs started to head in his direction, screeches overriding his hearing.

Snapping out of his reverie, Thorin gave as good as he got, dodging and letting years of experience lead him. An undercut movement here, a slash across the neck there, a killing machine on autodrive.

Smaug, who must've noticed the commotion and the lessening numbers of his attackers, turned his serpent head in his direction and appeared to freeze, eyes comically wide. It would've been funny if it weren't for the fact he was fighting for his life. The sight of him seemed to trigger something for the dragon, for his actions were newly emboldened and strengthened, eyes narrowing with perplexing determination.

Thorin didn't have time to contemplate the dragon's strange manner as an orc came close to slicing his head off for his inattention, earning a clean stab to the heart for his efforts.

He felt someone shift behind him and just when he was about to retaliate, an arrow appeared out of nowhere, striking the orc straight through the head. Looking at the dead orc at his feet and wary of the idea of an outside party, he swiveled his head around and finally spotted the person responsible for the kill.

It was an elf.

Squinting his eyes, Thorin couldn't help but feel surprised.

Not just any elf. The elven prince.

At the back of his mind, Thorin wondered why the tree-hugger was helping him and dismissed the issue for later pondering. Now was not the time.

The battle was long and arduous, countless orcs trying to backstab him while the pointy-eared poncy slew orc after orc in quick succession with his arrows. Thorin felt some grudging admiration for the elf's skill with the bow. The distance was quite impressive, he had to admit.

Smaug was growing slower by the minute, his wound slowing him down and making him sluggish. On any other day, Thorin would've rejoiced at the idea of the dragon dead. Now, he could only curse his luck.

While the orc numbers were getting smaller, Azog was still going strong, fierce and brutal in his blows at the dragon, deeming the drake as the bigger threat.

Finally, after what felt like eons, Thorin was able to reach Azog who was just about to smash Smaug's leg with his mace. Smaug, too busy with the ten orcs charging at him, didn't notice and actually seemed to be swooning on the spot, tethering and ready to collapse.

Taking the small window of opportunity, Thorin was viciously satisfied by the sound of his sword slicing the pale orc's head off. He found it ironic that Azog's end was the same as his first kill of the Durin line, a fitting end for Azog the Defiler.

The orc foot soldiers, finding their leader dead, crowed out with fear and backed away from him before fleeing for their lives.

Thorin couldn't help but scoff.

Cowards.

Standing there in the abruptly silent, icy wasteland with Azog's head next to him, a wave of tiredness hit Thorin like an avalanche. Fatigue made his shoulders slump, worn down from the emotional and physical exhaustion he's been experiencing the moment he snapped out of his gold madness.

Mahal, he was _tired._

Steps halting, he managed to reach the edge of the frozen cliff just in time to see eagles swoop in over the battlefield, bashing over orcs like it was easy as breathing.

He couldn't help but huff in irritation. _Of course_ they had to arrive at the last minute.

Behind him, a huff of strangled breathe interrupted him out of his trance, making him turn just in time to see the great Smaug crumble to the ground, his fall thundering and amazingly not breaking the ice. Thorin managed not to slip off the cliff at the earthquake like action, thank Mahal.

Realization suddenly slammed onto him unforgivingly.

He fought alongside _Smaug_.

Smaug, who took his home away from him and started this whole mess in the first place. Smaug, who nearly killed him and the Company. Smaug, who burnt Laketown to the ground without mercy.

His hand curled around his sword, anger simmering in his chest. Turning, Thorin stalked toward Smaug the Tremendous, the _Magnificent_. The _worm_.

Other than the time Thorin tried to kill Smaug by sinking him in gold – he had thought it was clever, drowning the great beast in the treasure he stole and had claimed as his – he didn't have any chance to really have a good look at the fire-drake who took everything dear away from him.

He remembered great, yellow eyes, sick and putrid and haunting. The dragon had held himself with pride and arrogance, haughty and looking down on him as if he was a bug not worth any attention. His gaze had been full of greed when the statue of Thrór stood in front of him, entranced by the gold.

Now though, Thorin could find none of that. He stood nearly a foot away from the dragon's face and the beast wasn't even bothering to get up or attack him. The weariness Thorin felt in his very bones reflected off of him in Smaug, the dragon's eyelids heavy and his breathing slow. There was no smugness, no hatred evident on Smaug's face. In fact, he was abnormally calm, resigned even, as if he knew what fate Thorin was going to put upon him.

It was that alone that stayed Thorin's hand.

Something was not right. Nothing was making sense anymore.

"Why did you help me?" were Thorin's first words, instead of the righteous rage that was burning through his veins because damn it, he wanted to _know._

Smaug gave a large, tremendous sigh, chest exhaling deeply.

"I've forgotten how impatient you dwarves can be." The dragon muttered, mouth twisting in what resembled a wry smile. His deep voice was almost soft, so unlike the bellows Thorin was used to hearing from the fire-drake.

Thorin gritted his teeth, tightening his grip on his sword.

"Answer the question, _worm_, before I slay you now."

"Why don't you?" Smaug narrowed his golden eyes piercingly. He took no notice to the insult that had previously sent him raging in the throne room like before. "I took your home, your throne. Why hesitate to execute me?"

Thorin resisted the urge to do exactly that. He had the odd feeling that Smaug was goading him now, like he _wants_ Thorin to kill him. The conclusion just made Thorin dig in his heels even more on this matter. He wasn't about to leave without getting some answers. And nobody can outlast a dwarf in stubbornness.

Well, except a certain hobbit burglar.

"You're dying anyway." Thorin said, intentionally being dismissal. "And I'm not leaving until I have some answers."

Smaug eyed him before closing his eyes, looking almost pained by his words.

"You wouldn't like the answer."

"Let me be the judge of that _snake_." Thorin spat out.

"Your insults are astonishingly clever." Smaug retorted dryly. "All hale the wit of King Under the Mountain."

Just when Thorin was going to foregone the notion of keeping the filthy drake alive, the last person he expected suddenly interjected his murderous musings.

"Thorin!"

Thorin and Smaug looked to where the voice came from – Smaug more painstakingly than the other – and found themselves looking at a rather harried hobbit.

Thorin's countenance immediately lightened up at the sight of the company's burglar, the relief of seeing him unharmed heady.

"Bilbo!" he breathed out, smiling warmly. Bilbo gave him a smile back in return, though his eyes had a frantic gleam in it when he spotted the dying dragon.

"Thorin, why isn't Smaug, you know, dead?" Bilbo asked bluntly. Thorin couldn't help but feel somewhat amused by how straightforward the hobbit was being. Out of all the members of the company, Bilbo had always been ready to question him, making him actually think whether what he was doing was wrong or right. The reminder of how they had ended in bad terms filled Thorin with remorse, guilt crushing his chest. He could still feel his hands wrap around Bilbo's throat and felt the urge to vomit just from the thought of that memory.

Smaug was staring at Bilbo intently, his eyes lighting up with recognition. Thorin instantly tensed at the look, protective instinct spiking.

"_You_ were the keeper of the arkenstone." Smaug said wonderingly, not sounding mad at all. Bilbo looked utterly baffled by the odd words and looked toward Thorin helplessly who was just as lost. _That's_ what Smaug was focusing on?

"Uhhh... Yes?" Bilbo managed to say, flummoxed. Smaug grinned, the expression creepily friendly and strangely thankful.

"I thank you, Bilbo, for doing what you did. You have done a greater service than you ever realize." The fire-drake said formally, almost _respectfully_ if he was completely honest. If Bilbo was stunned before, he was downright dumbfounded now, jaw unhinged in a rather unflattering manner. Thorin was pretty sure he was doing the same.

Bilbo, to his credit, got a hold of himself quite quickly, snapping his jaw shut and clearing his throat rather loudly in awkward embarrassment.

"Um, thank you... I think." Bilbo muttered out, scratching the back of his curly head with puzzlement. Smaug hummed in response and minutely winced, startling Thorin. He had almost forgotten all about the injury.

"Thorin Oakenshield!" Thorin turned around to be faced with a fuming elf prince who had his bow strung and ready to shoot.

The dwarf stomped down the impulse to throw up his arms in exasperation.

Will he never get a moment of peace from these blasted elves?!

"Stop!" Surprisingly, it was Bilbo who stood between the elf and the fallen dragon, face fierce. On anyone else, it might've looked threatening, but on the hobbit it just made him look fairly adorable. "Legolas, stop right now! Enough fighting for heaven's sake!"

The elf prince – Legolas – looked taken aback by the hobbit's interruption, his grip faltering as confusion settled in. He shook out of it though and got back into ready stance.

"Halfling, stand back. The dragon is still alive." Legolas ordered, face hard.

Bilbo huffed, sounding annoyed. "Yes, I'm quite aware of that, thank you very much. But as you can see, he can't hurt anyone and isn't going anywhere anytime soon, so put down your weapon this instant!" Bilbo paused to glance uncertainly at Smaug who looked incredibly amused. "You-You're not going anywhere, right?"

Smaug actually had the audacity to snort, as if his life wasn't being threatened by a highly skilled elf.

"No, I do not think so Master Bilbo." He responded. Bilbo gave a sharp nod and swerved his head around to give the elf a pointed look that resembled a parent scolding a naughty child.

"There, you see? All taken care of."

Thorin snorted at the blithe manner the hobbit was handling the situation. Taken care of indeed.

It was in that very moment when Gandalf the Grey arrived, storming towards them as if he owned everything he walked on, pointed hat making him taller than he already was, damn the man.

By this point, Thorin was ready to throw in the towel and call it a day. He can't take any more confrontations, he just can't.

"Bilbo Baggins!" the wizard called out, relief making the old man smile warmly at the shorter being.

Bilbo grinned right back.

"You're late!" Bilbo said. "Like always."

Gandalf huffed and was just about to probably deny such a claim when he suddenly stopped, just _stopped_, right where he was standing. His eyes were fixated on Smaug and for the first time since Thorin has met the wizard, Gandalf looked absolutely speechless, shock overwhelming the old man's expression.

Smaug didn't look nearly as surprised, though he did tense when their eyes locked, stilling completely.

"_You_-" Gandalf choked out, seeming to age a thousand more years in that instant. Smaug closed his eyes, breaking the staring contest, as if bracing himself.

"Me." The dragon said grimly.

Gandalf gave a great cry, shoving past Legolas who looked unnerved by Gandalf's reaction, until the wizard and the dragon was face to face, inches close as Gandalf shakily laid a hand on Smaug's large snout.

"You fool. You poor, _poor_ fool." Thorin was stunned to hear such grief from the usually unflappable wizard, a torrential amount of emotions layering the old man's tone.

"I know." The dragon murmured. "_I know_."

They stayed like that for a long moment and Thorin had just _had it_.

"WHAT IN BLAZES IS GOING ON?!" he roared out, snapping and temper flailing. It's been a long, confusing, draining day, and he just wanted to get this over with and sleep forever if he could.

_"__Hold your temper, Thorin Oakenshield!"_ Gandalf was suddenly looking at him, eyes storming and ancient and all-powerful, shadows growing larger by the second. And like that, the moment was over and Gandalf the Grey was present once again, looking wearier than Thorin has ever seen from him.

"All will be explained at a later date. Not. Now." The wizard turned to face Smaug, who didn't look at all affected by Gandalf's performance. The wizard huffed and gave the fire-drake a stern look.

"We must get you to a healer at once. Change forms now." Gandalf commanded.

Thorin blinked.

Change forms?

Smaug glared right back, defiant.

"I will not." His eyes flickered towards him before sliding back to Gandalf. "Not with them here."

"Oh for heavens sake, Thorin deserves an explanation, as do I for that matter." Smaug actually winced at this, his eyes averting now. Gandalf scowled.

"Curse the stubbornness of dwarves and dragons alike!" Gandalf swore. "You will heed me on this matter. If you do not, I will speak your name to the Lady Galadriel."

Smaug actually blanched at this – or close to blanching, it's harder to read expressions off of the dragon – and went quiet, as if weighing his options. Finally, the dragon gave a great heave of breathe and shot the smug wizard with one last glare.

"I will not be held responsible for what happens next." The dragon growled. Smaug closed his eyes, scaly face wrinkling in creases as if concentrating hard on something before a great shudder shook his whole body.

And right before Thorin's very eyes, the dragon began to _shift._

The sound of bones cracking filled the air, Smaug curving his head inwards as scales retreated into his skin until pink flesh replaced it, his body growing smaller and smaller. Claws retracted, feet and hands became slighter and less wide. The face was the strangest part of the transformation, teeth becoming less sharp and the color red disappearing to be replaced by tan skin. His nose was going inward, and black silky hair grew from the scalp.

Thorin watched with a gaping mouth as the tremendous dragon transitioned into, without a doubt, a man.

A naked man.

Bilbo fainted on the spot.

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